UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
Amendment to Separation and Release Agreement and entry into Consulting Agreement
As previously reported on the Form 8-K (“Previous 8-K”) filed by Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the “Company”) on April 18, 2023 with the Securities and Exchange Commission, the Company entered into a Separation Agreement and Release with Mr. Merchan (the “Merchan Separation Agreement”), pursuant to which Mr. Merchan became entitled to benefits described in the Previous 8-K.
On May 14, 2023, the Company and Mr. Merchan entered into an amendment (the “Amendment”) to the Merchan Separation Agreement which (i) reduced the Cash Payment (as such term is defined in the Previous 8-K) to $199,900 after deducting all withholding taxes and $48,125 which has already been paid, with the remainder to be paid in five monthly installments commencing on June 1, 2023 and (ii) provided that Mr. Merchan shall be required to reimburse the Company for the applicable withholding taxes, when due, in connection with the 1,600,000 common shares, no par value (“Common Shares”), previously issued to him pursuant to the Merchan Separation Agreement.
In addition, on May 14, 2023, the Company and Mr. Merchan separately entered into a consulting agreement, whereby Mr. Merchan agreed to provide consulting services to the Company with respect to certain Company operations in Colombia for a three-month period. In consideration for Mr. Merchan’s consulting services, the Company issued Mr. Merchan 600,000 Common Shares.
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
Acceleration of Vesting of Restricted Common Shares
Between August and December 2022, the Company previously awarded Matthew Cohen, the Company’s general counsel and a named executive officer of the Company, an aggregate of 409,756 restricted Common Shares, of which 102,040 were to vest on July 5, 2023, 126,865 were to vest on July 5, 2024 and 180,851 were to vest on July 5, 2025 (collectively, the “Cohen Restricted Shares”).
The Compensation Committee of the Board of Directors of the Company subsequently determined to fully accelerate the vesting of the Cohen Restricted Shares to May 18, 2023. In connection with such vesting, Mr. Cohen agreed to forfeit 90,146 Cohen Restricted Shares to the Company in satisfaction of all applicable withholding taxes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Cover Page Interactive Data File |
# Management contract or compensation plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FLORA GROWTH CORP. |
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Date: May 18, 2023 | By: | /s/ Hussein Rakine |
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| Name: | Hussein Rakine |
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| Title: | Chief Executive Officer |
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